§1649. Restrictions on approval of mergers and conversions
1. Written consent. If a member of a converting or constituent limited liability company will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or plan of merger are ineffective without that member's written consent to that plan.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2. Consent to agreement. A member does not give the consent required by subsection 1 merely by consenting to a provision of the limited liability company agreement that permits the limited liability company agreement to be amended with the consent of fewer than all the members.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
Structure Maine Revised Statutes
TITLE 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 21: LIMITED LIABILITY COMPANIES
Subchapter 12: MERGER AND CONVERSION
31 §1642. Action on plan of merger by constituent limited liability company
31 §1643. Filings required for merger; effective date
31 §1646. Action on plan of conversion by converting limited liability company
31 §1647. Filings required for conversion; effective date
31 §1648. Effect of conversion
31 §1649. Restrictions on approval of mergers and conversions